Shooting diary of Spider-Man: bringing it to the screen

The Amazing Spider-Man was filmed on RED EPICs and in native stereo. Today, EPICs are used around the world on numerous feature films and many other projects, but in the fall of 2010 the EPIC was still only a pre-release camera, let alone a tool for delivering a big-budget Hollywood stereo production. In this on-set diary, Michael Cioni, CEO of Light Iron – which provided on-set dailies and post production services to Spider-Man – tells fxguide how his team and the filmmakers overcame many technological hurdles to bring this new adventure to the screen .

Cioni: A lot of people don’t realize that ‘alpha’ is the new ‘beta’. Well, on second thoughts, maybe they do, but they quickly follow up with, “Well that’s the problem?” The Amazing Spider-Man was a real champion of this concept, as it was the first project to ever be shot on EPIC, which was a pre-release camera at the time. It’s hard to think that today, since there are thousands of EPICs worldwide, and lots of good looking images, but imagine the gravity of the situation given the context of the world at the time:

The first Spider-Man test was conducted on September 9th, 2010.

1. It’s the fall of 2010
2. EPIC is still a pre-release camera (very few people ever saw one outside of small NAB previews)
3. The MX sensor is only 9 months old
4. EPIC is manufactured by a competitor to Sony on a Sony Pictures film…
5. Spider-Man is Sony’s largest title, geared to spend over 200M in production
6. Sony wanted to shoot stereo 3D and had talked about 4K
7. Similar Sony tent-pole projects (like Green Hornet, Men In Black 3) shot 2D film and then dimensionalized – Spider-Man was the odd man out
8. The Film was planning to shoot for over 100 shoot days, 30% of the time running two separate units
9. Light Iron’s plan of attack was to do the entire dailies portion of the film using the latest on-set technology

Given the challenge ahead, there should have been a significant amount of apprehension surrounding moving a production of this magnitude. But the successful plan we hatched to avoid this was to stack the deck with the best people available. While there were major players very interested in using their past credit lists and political power to get involved in this monumental production, I wanted to advise Sony and the production team as to working with the people that were, unequivocally, the most qualified. We call that ‘credibility trumps credits’ – (wanna t-shirt?)

Now, getting comfortable with that ideology is something many struggle to acclimate to. But the #1 reason The Amazing Spider-Man was able to navigate the turbulent world of alpha and beta technology was through the leadership of DP John Schwartzman, UPM JoAnn Perritano, director Marc Webb’s openness to new technology, and the Sony studio team, including their post facility, ColorWorks. I have rarely experienced such a solid group of progressive-minded people that were willing and able to embrace, experiment, learn, teach, and champion. Everyone’s heard the saying, ‘big risk can equal big gain.’ If there was a movie poster for the ‘Making of The Amazing Spider-Man,’ I think that’s what the tagline might read.

At the time, RED hadn’t built that many EPICs. I can remember going over to RED while working on The Social Network in the summer of 2010 and seeing the progress on the camera. While it was fast, I also saw a lot of developmental iterations that, shall we say…didn’t quite work out. But it wasn’t like RED had something to hide. When I first started talking with John Schwartzman he was very clear on his intent, his concerns and the risks. I learned a lot from John, and the respect I have for him only grew stronger as we laid out the plan, the process, and the players.

September 9th, 2010
Filming the initial test.

John calls an initial camera test which is designed to test the latest in digital cinema technology. You can imagine how much RED would have wanted to put an EPIC on this test, but the EPIC was not ready and RED wasn’t going to take unnecessary risks…just yet. Instead, Keslow Camera prepped a RED One MX, Sony F35 and ARRI Alexa capturing ArriRAW on S.Two magazines. While the choice for shooting 3D wasn’t 100% at this time, it was explained to me that capturing in stereo was the goal. But in order to establish a known metric, John wanted to shoot 35mm, giving him a benchmark he was accustomed to. So on September 9th, 2010, almost 2 years ago, Spider-Man shooting started by testing four cameras, all of which have since become fairly obsolete.

September 29th, 2010


John and I met Jim and Jarred at RED Studios to talk about the progression of EPIC and to plan another test shoot. This time with EPIC only. All the cameras in the test looked great, but what John focused on was the weight of the camera. He wanted Spider-Man to shoot like a single-camera feature film that he was used to. He often spoke about making choices that allowed the size and weight of the 3D rig to have a minimal impact. Time and time again, he said “EPIC delivers the best rig options with the best resolution. For 3D, it’s the only option to make this film the way Marc wants to make it.”

October 1st, 2010
John Schwartzman, DOP.

This was the day John shot his first images on the EPIC. I remember it being incredible. In fact, it was so beautiful even though it was simple – I still have the footage. John tested high frame rates, compression, dynamic range, colors and focus. Then we took the footage and worked with Graeme, Deanan and Rob to process it for test coloring. At this time, there wasn’t even a Rocket protocol for EPIC. We actually didn’t even have REDCINE to process the first pictures, as coloring images at the time was far less important than trying to capture them. It’s hard to remember, but even in October, there were probably less than 10 working EPIC bodies at the whole company. In fact, most of what people were using to build rigs and parts were ‘dummy bodies’ that had no computers in them. In this photo (right), John is talking about the rig size and weight and what he wants to do with it. But the cameras loaded in those early ET rigs were not only dummy bodies, but were still modeled using compact flash cards for capture. John had his rig that was coming in under 50 pounds, but it had only just begun making pictures and production was now only eight weeks away.

The EPIC rig set up.
October 14th, 2010

Our first EPIC DI session. After processing the first EPIC footage we were able to finally see what this camera was producing. Because at the time we had just delivered The Social Network, it was a great time to do constant 4K evaluations of EPIC with the Spider-Man team at RED Studios. Working together each day, we made lots of headway and had all the talent and tools to do some really fast movement. I have to say that’s probably the most exciting thing about this technology and RED in particular; making progress so fast that there were days where multiple builds of the cameras were complied and tested. I remember how exciting the air was that summer and fall; knowing that each day was special and important for digital cinema; that the information we were discovering at the time was going to be part of the pavement that would eventually allow everyone to takes these incredible pictures; and most of all, that it was worth it.

Director David Fincher on the set of The Social Network, which relied on a RED MX camera.

Sara Roberts, whom John had used in the first tests a month earlier, came back for some of the first EPIC images ever. We were all blown away, largely because John is so good with lights that he was painting pictures with only a few tools that were laying around the studio. The grading was done in 4K, and we even took the images to 35mm at EFilm where I remember watching the film print with John and him saying, “That’s the end of that.” It was the review of this DI test that we discovered REDCode 5:1 was the ‘sweet spot’ of the camera. We did 3:1, 4:1, 5:1, 6:1 all the way up to 10:1 and reviewed them all in 4K in a number of difficult lighting conditions. If you’ve ever heard about data rates, codecs, 5:1 compression and the speed and dynamic range of an EPIC sensor, the information was discovered on that afternoon in October in 2010.

October 24th, 2010
Sara Roberts - the first Epic DI test in 5K

By now, Spider-Man was all but greenlit as a 3D feature. So to get more familiar with the 3ality rig (which was John’s choice for the film), John decided to do a big test. He was called back to shoot some pickups on a film he shot earlier in the year, The Green Hornet. The Green Hornet was shot on 35mm in 2D and dimensionalized at StereoD. But for these reshoots, John called me and said he wanted to test shooting 3D in stereo. So we went back to the Sony lot and shot for a few days on RED MX cameras (EPIC still was not ready for shooting at this time).


Another thing we wanted to test was the viability of processing all the dailies on the set. This was a passion of myself and a few others as we pushed the boundaries of on-set post production. So we traveled with the crew and provided all the data and dailies in 3D for the film. It was tough, and not without its turbulence, but it proved to John we could make the systems work, we could problem solve, and he could still make his days. The studio wanted to be comfortable too as the shoot approached. The Green Hornet played an important role in making them comfortable with all the new elements being proposed and required constant meetings and discussions about backup, archiving, security, dailies, color, 3D, AVID (MC5 at the time), reviewing 3D dailies in projection, convergence metadata, conform, shipping, shuttling, capacity, codecs. You name it, it was discussed and evaluated.

Watch Mike Seymour discuss shooting on the RED EPIC and the file workflow with Imageworks vfx supe Jerome Chen.

November 17th, 2010
Testing the EPIC with camera rig.

After a memorable meeting at Sony, the tools were greenlit and the workflow was a go. It was at this time that we really had to push for the operators to come on board that could get this job done right. I remember when I mentioned this to the production team they asked me, “What? You’re not going to be there???” I replied, “You don’t need me. You’ll have someone much better.” With that, Steve Freebairn, Zach Hilton and Brook Willard joined the team that would execute this project. Alongside them for 2nd Unit would be Kyle Spicer, Kevin Stanley and Dane Brehm. On this day, it became official. I remember a Sony exec who I have tremendous respect for putting his hand on my shoulder and saying, “Just get us through this with all that data…”. He was nervous as Sony had never done a file-based show before, and one that was looking to shoot over 100 terabytes (still a lot for 2010).

November 30th, 2010

This was the first official test shoot day for Spider-Man, aka Fiona’s Tale. And low and behold, this was the first working EPIC 3D rig I had ever seen, and we were only a week away from principal photography. Builds for the cameras were coming in literally every day, at a point where Brook had to memorize what functions to avoid to keep them running smoothy. When John was going for something unique, like high frame rate, Brook sometimes had to re-load different firmware that ‘behaved’ better when in high frame rates. Managing issues like that and troubleshooting the challenges of processing is why the data team on Spider-Man were right for the job.

Later that day, on my laptop Deanan Dasilva (from RED) and I did some arithmetic and calculated our best plan for an aspect ratio and resolution. With 3D, oversampling is key. And with EPIC, oversampling is easy. The art department came back with the biggest framing chart I’ve ever seen. I think a few of us were kinda shocked at how nice a job they did, but I guess we should have expected as much.

You can see below the white area represents the full aperture 5K frame, which is 2.0 @ 5120×2560. The green represents a 2.39 academy aperture which is 15% smaller in 4K @ 4608×1930. Then the pink represents a clean center extraction for HD and Blu-ray in 16:9 @ 3430×1930. With this chart, we have look-around, convergence adjustment, scaleability and flexibility with HDTV.

Framing chart.
December 6th, 2010

Day 001 of shooting. After 90 days of constant and intense prepping, the gun went off and the gigs started pouring in. Somehow all that planning stood strong, and although making a move is mostly made up of reacting to things, the entire production team including Sony as a studio, ColorWorks and the post team were all making it happen. I took this photo in the old Henry Fonda theater where we shot the scene where Peter falls from the ceiling and lands in the boxing ring. Everything, and I mean everything, was beta at this time. REDCINE builds coming every day, camera builds coming every day, 3ality rig updates, iPads, color science and just about everything else changed as the shoot went on, but change was good. Change was welcome. Change was embraced by this team because this was a team that wasn’t afraid of it.

Photo from the boxing ring shoot.

It’s rare to get to work with people who are so fearless. People talk about experiences like that, but I don’t think I’ve had as much excitement since the fall of 2010. I remember that year a lot of talk in town that was anticipating we would fall on our faces. Talk like they almost expected us to fall on our faces. $250 million and we were gonna use a new camera, 3D, beta software, and do all the dailies color correction and processing on the set as we shot???


Yup, really.

The team did it and John led the charge. Marc and about 11 others took their iPads home with them every night and watched their dailies on a technology that was still really new. Sony saw their 3D dailies projected and the editors received 3D MXF for cutting.

The color science for REDGamma 2 and REDColor 2 came out of this movie, as did the development of many EPIC features that previous to Spider-Man were just ideas. And that’s the best part: fresh ideas coupled with fresh technology are always a winning combination. That’s what all of us need to attempt to do every day. And the best part is, we don’t have to be working on Spider-Man in order to get that feeling. The beauty of this business is that these cameras know not the difference between a $3,000,000 day and a $3,000 day. The EPIC doesn’t work any better for John Schwartzman than it does for you – technically, it worked worse for John. We all have access to the tools and technology, and creativity comes free to us all. My advice to filmmakers of all types is to team up with people that challenge you and know how to get you to perform your best. The more comfortable you are with being uncomfortable, the better professional you’ll become.

All on-set Light Iron images courtesy of Michael Cioni.

2 thoughts on “Shooting diary of Spider-Man: bringing it to the screen”

  1. Kristijan Mrsic

    Wow, what a great article! It was like reading a thriller!
    Thank you 🙂

  2. Pingback: 40 Behind the Scenes pics from The Amazing Spider-Man 2 | deep fried movies

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